Business Toolkit

BUSINESS TOOLKIT AGREEMENT

This Business Toolkit Agreement (the "Agreement") is entered into as of by and between Client Name: and Provider Name: .

WHEREAS

WHEREAS, Provider is engaged in the business of creating, compiling and delivering business templates, tools, training materials and related advisory services designed to support business operations (collectively, the "Toolkit"); and

WHEREAS, Client desires to obtain from Provider, and Provider agrees to provide, the Toolkit and associated services under the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows:

1. SCOPE OF WORK

Provider shall deliver and, where applicable, install, configure and train Client on the Toolkit items described below. Provider shall perform the services with reasonable skill and care in a professional manner consistent with industry standards.

Standard operating templates and policies Training materials and recorded sessions

Software utilities or spreadsheets Consulting hours

2. PAYMENT TERMS

In consideration for the Toolkit and services, Client shall pay Provider as follows. All amounts are stated in U.S. dollars unless otherwise agreed in writing.

Unless otherwise specified in the Payment Schedule, Provider will invoice Client upon delivery of the Toolkit or completion of applicable milestones. Client shall pay invoiced amounts within days of receipt of a valid invoice.

Overdue amounts shall accrue interest at the lesser of (a) per month or (b) the maximum rate permitted by applicable law. Client shall also be responsible for reasonable collection costs, including attorneys' fees.

3. TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the effective termination date. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within 15 days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Provider for all work performed and deliverables provided through the date of termination. Provider shall promptly deliver any work-in-progress to Client and shall return or destroy Client Confidential Information as directed in writing.

4. CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other relating to business operations, pricing, intellectual property, customer lists, and other proprietary materials, whether disclosed orally, in writing, or electronically. Confidential Information does not include information that: (a) is or becomes publicly available other than as a result of a breach of this Agreement; (b) was rightfully in the receiving party's possession prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the disclosing party's Confidential Information.

The receiving party shall: (i) use Confidential Information solely to perform its obligations under this Agreement; (ii) restrict disclosure to employees, contractors or agents who have a need to know and are bound by confidentiality obligations no less restrictive than those in this Agreement; and (iii) exercise at least the same degree of care to protect Confidential Information as it uses for its own confidential materials, but in no event less than reasonable care.

Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets, for which confidentiality shall continue for so long as such information qualifies as a trade secret under applicable law.

5. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Provider retains all right, title and interest in Provider's pre-existing intellectual property, Toolkits, templates, source files and methodologies (collectively, "Provider IP"). Subject to Client's timely payment of all amounts due hereunder, Provider grants Client a non-exclusive, non-transferable, non-sublicensable license to use the delivered Toolkit materials internally for Client's business operations. Client shall not resell, sublicense, distribute or make available the Toolkit materials to third parties without Provider's prior written consent.

6. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law provisions. The parties agree to submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising out of or relating to this Agreement.

7. ENTIRE AGREEMENT; MISCELLANEOUS

This Agreement (including all exhibits and attachments, if any) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and understandings, whether written or oral. No amendment or waiver shall be effective unless in a writing signed by both parties.

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

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